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                                                                     EXHIBIT 4.4

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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 25, 2004

                                      among

                               FEDEX CORPORATION,

                           THE GUARANTORS NAMED HEREIN

                                       and

                           J.P. MORGAN SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                         BANC ONE CAPITAL MARKETS, INC.
                          CITIGROUP GLOBAL MARKETS INC.
                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED
                           UTENDAHL CAPITAL GROUP, LLC
                         KBC FINANCIAL PRODUCTS USA INC.
                            MCDONALD INVESTMENTS INC.
                          MORGAN KEEGAN & COMPANY, INC.
                         THE ROYAL BANK OF SCOTLAND PLC
                            SCOTIA CAPITAL (USA) INC.
                         SUNTRUST CAPITAL MARKETS, INC.
                            VINING - SPARKS IBG, L.P.


                            as the Initial Purchasers

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                          REGISTRATION RIGHTS AGREEMENT

      REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of March 25, 2004
among FEDEX CORPORATION, a Delaware corporation (the "Company"), FEDERAL EXPRESS
CORPORATION, FEDEX FREIGHT CORPORATION, FEDEX FREIGHT EAST, INC., FEDEX GROUND
PACKAGE SYSTEM, INC. and KINKO'S, INC. (collectively, the "Initial Guarantors"
and, together with each subsidiary of the Company that hereafter and pursuant to
the terms of the Indenture referred to herein guarantees the Company's
obligations under such Indenture, the "Guarantors"), and J. P. MORGAN SECURITIES
INC., BANC OF AMERICA SECURITIES LLC, BANC ONE CAPITAL MARKETS, INC., CITIGROUP
GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
UTENDAHL CAPITAL GROUP, LLC, KBC FINANCIAL PRODUCTS USA INC., MCDONALD
INVESTMENTS INC., MORGAN KEEGAN & COMPANY, INC., THE ROYAL BANK OF SCOTLAND PLC,
SCOTIA CAPITAL (USA) INC., SUNTRUST CAPITAL MARKETS, INC. AND VINING - SPARKS
IBG, L.P. (collectively, the "Initial Purchasers").

      This Agreement is made pursuant to the Purchase Agreement dated March 22,
2004 by and among the Company, the Initial Guarantors and the Initial Purchasers
(the "Purchase Agreement"), which provides for the sale by the Company to the
Initial Purchasers of $600,000,000 aggregate principal amount of the Company's
Floating Rate Notes due 2005 (the "Floating Rate Notes"), $500,000,000 aggregate
principal amount of the Company's 2.65% Notes due 2007 (the "2007 Notes") and
$500,000,000 aggregate principal amount of the Company's 3.50% Notes due 2009
(the "2009 Notes" and, together with the Floating Rate Notes and the 2007 Notes,
the "Securities," which term shall include the Guarantees in respect thereof).
The Securities will be guaranteed as to principal, premium, if any, and interest
pursuant to the Indenture by the Guarantors (each such guarantee, a
"Guarantee"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the Initial Purchasers'
obligations thereunder, the Company and the Initial Guarantors have agreed to
provide to the Initial Purchasers and their respective direct and indirect
transferees and assigns the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1.    DEFINITIONS. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

            "1933 ACT" shall mean the Securities Act of 1933, as amended from
      time to time, and the rules and regulations of the SEC promulgated
      thereunder.

            "1934 ACT" shall mean the Securities Exchange Act of 1934, as
      amended from time to time, and the rules and regulations of the SEC
      promulgated thereunder.

            "ADDITIONAL INTEREST" shall have the meaning set forth in Section
      2(e) hereof.

            "CLOSING TIME" shall mean March 25, 2004.

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            "COMPANY" shall have the meaning set forth in the preamble to this
      Agreement and also includes the Company's successors.

            "DEPOSITARY" shall mean The Depository Trust Company, or any other
      depositary appointed by the Company, including any agent thereof;
      provided, however, that any such depositary must at all times have an
      address in the Borough of Manhattan, The City of New York.

            "EXCHANGE OFFER" shall mean the exchange offer by the Company and
      the Guarantors of Exchange Securities for Registrable Securities pursuant
      to Section 2(a) hereof.

            "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
      1933 Act effected pursuant to Section 2(a) hereof.

            "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
      registration statement on Form S-4 (or, if applicable, on another
      appropriate form) covering the Registrable Securities, and all amendments
      and supplements to such registration statement, in each case including the
      Prospectus contained therein, all exhibits thereto and all material
      incorporated or deemed to be incorporated by reference therein.

            "EXCHANGE SECURITIES" shall mean the Floating Rate Notes due 2005,
      the 2.65% Notes due 2007 and the 3.50% Notes due 2009 and the Guarantees
      in respect thereof issued by the Company and the Guarantors under the
      Indenture containing terms identical to the Floating Rate Notes, the 2007
      Notes and the 2009 Notes, respectively (except that (i) interest thereon
      shall accrue from the last date to which interest has been paid or duly
      provided for on the Securities or, if no such interest has been paid or
      duly provided for, from the Interest Accrual Date, (ii) provisions
      relating to an increase in the stated rate of interest thereon upon the
      occurrence of a Registration Default shall be eliminated, (iii) the
      Exchange Securities may provide for Guarantees executed by Guarantors
      prior to the effective date of the Exchange Offer Registration Statement
      with the SEC in addition to the Guarantees provided by the Initial
      Guarantors in respect of the Securities, (iv) the transfer restrictions
      and legends relating to restrictions on ownership and transfer thereof as
      a result of the issuance of the Securities without registration under the
      1933 Act shall be eliminated, and (v) each of the Floating Rate Notes due
      2005, the 2.65% Notes due 2007 and the 3.50% Notes due 2009 will be
      represented by one or more global Exchange Securities in book-entry form
      unless exchanged for Exchange Securities in definitive certificated form
      under the circumstances provided in the Indenture) to be offered to
      Holders of Registrable Securities in exchange for Registrable Securities
      pursuant to the Exchange Offer.

            "GUARANTEE" shall have the meaning set forth in the preamble to this
      Agreement.

            "GUARANTORS" shall have the meaning set forth in the preamble to
      this Agreement and also includes the respective successors to the Initial
      Guarantors.

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            "HOLDERS" shall mean (i) the Initial Purchasers, for so long as they
      own any Registrable Securities, and each of their respective successors,
      assigns and direct and indirect transferees who become registered owners
      of Registrable Securities under the Indenture and (ii) each Participating
      Broker-Dealer that holds Exchange Securities for so long as such
      Participating Broker-Dealer is required to deliver a prospectus meeting
      the requirements of the 1933 Act in connection with any resale of such
      Exchange Securities.

            "INDENTURE" shall mean the Indenture dated as of March 25, 2004
      among the Company, the Initial Guarantors and Wachovia Bank, National
      Association, as trustee, as the same may be further amended or
      supplemented from time to time in accordance with the terms thereof.

            "INITIAL GUARANTORS" shall have the meaning set forth in the
      preamble to this Agreement and also includes the respective successors to
      the Initial Guarantors.

            "INTEREST ACCRUAL DATE" means March 25, 2004.

            "INITIAL PURCHASERS" shall have the meaning set forth in the
      preamble of this Agreement.

            "JPMORGAN" shall mean J.P. Morgan Securities Inc. and its
      successors.

            "MAJORITY HOLDERS" shall mean the Holders of a majority of the
      aggregate principal amount of Registrable Securities outstanding,
      excluding Exchange Securities referred to in clause (ii) of the definition
      of "Holders" above; PROVIDED that whenever the consent or approval of
      Holders of a specified percentage of Registrable Securities or Exchange
      Securities is required hereunder, Registrable Securities and Exchange
      Securities held by the Company or any of its affiliates (as such term is
      defined in Rule 405 under the 1933 Act) shall be disregarded in
      determining whether such consent or approval was given by the Holders of
      such required percentage.

            "NASD" shall mean the National Association of Securities Dealers,
      Inc.

            "NOTIFYING BROKER-DEALER" shall have the meaning set forth in
      Section 3(f).

            "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
      Section 3(f).

            "PERSON" shall mean an individual, partnership, joint venture,
      limited liability company, corporation, trust or unincorporated
      organization, or a government or agency or political subdivision thereof.

            "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in
      Section 2(a) hereof.

            "PROSPECTUS" shall mean the prospectus included in a Registration
      Statement, including any preliminary prospectus, and any such prospectus
      as amended or supplemented by any prospectus supplement, including a
      prospectus supplement with respect to the terms of the offering of any
      portion of the Registrable Securities covered by

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      a Shelf Registration Statement, and by all other amendments and
      supplements to a prospectus, including post-effective amendments, and in
      each case including all material incorporated or deemed to be incorporated
      by reference therein.

            "PURCHASE AGREEMENT" shall have the meaning set forth in the
      preamble to this Agreement.

            "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED,
      HOWEVER, that any Securities shall cease to be Registrable Securities when
      (i) a Registration Statement with respect to such Securities shall have
      been declared effective under the 1933 Act and such Securities shall have
      been disposed of pursuant to such Registration Statement, (ii) such
      Securities shall have been sold to the public pursuant to Rule 144 (or any
      similar provision then in force, but not Rule 144A) under the 1933 Act,
      (iii) such Securities shall have ceased to be outstanding, (iv) such
      Securities have been exchanged for Exchange Securities which have been
      registered pursuant to the Exchange Offer Registration Statement upon
      consummation of the Exchange Offer unless, in the case of any Exchange
      Securities referred to in this clause (iv), such Exchange Securities are
      held by Participating Broker-Dealers or otherwise are not freely tradable
      without any limitations or restrictions under the 1933 Act (in which case
      such Exchange Securities will be deemed to be Registrable Securities until
      such time as such Exchange Securities are sold to a purchaser in whose
      hands such Exchange Securities are freely tradeable without any
      limitations or restrictions under the 1933 Act) or (v) such Securities
      have been exchanged for Private Exchange Securities pursuant to the
      Registration Rights Agreement (in which case such Private Exchange
      Securities will be deemed to be Registrable Securities until such time as
      such Private Exchange Securities are sold to a purchaser in whose hands
      such Private Exchange Securities are freely tradeable without any
      limitations or restrictions under the 1933 Act).

            "REGISTRATION DEFAULT" shall have the meaning set forth in Section
      2(e).

            "REGISTRATION EXPENSES" shall mean any and all expenses incident to
      performance of or compliance by the Company with this Agreement, including
      without limitation: (i) all SEC, stock exchange or NASD registration and
      filing fees, (ii) all fees and expenses incurred in connection with
      compliance with state or other securities or blue sky laws and compliance
      with the rules of the NASD (including reasonable fees and disbursements of
      counsel for any underwriters or Holders in connection with qualification
      of any of the Exchange Securities or Registrable Securities under state or
      other securities or blue sky laws and any filing with and review by the
      NASD), (iii) all expenses of any Persons in preparing, printing and
      distributing any Registration Statement, any Prospectus, any amendments or
      supplements thereto, any underwriting agreements, securities sales
      agreements, certificates representing the Securities or Exchange
      Securities and other documents relating to the performance of and
      compliance with this Agreement, (iv) all rating agency fees, (v) all fees
      and expenses incurred in connection with the listing, if any, of any of
      the Securities, Private Exchange Securities (if any) or Exchange
      Securities on any securities exchange or exchanges or on any quotation
      system, (vi) all fees and disbursements relating to the qualification of
      the Indenture under applicable securities laws, (vii) the fees and
      disbursements of counsel for

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      the Company and the fees and expenses of independent public accountants
      for the Company or for any other Person, business or assets whose
      financial statements are included in any Registration Statement or
      Prospectus, including the expenses of any special audits or "cold comfort"
      letters required by or incident to such performance and compliance, (viii)
      the fees and expenses of a "qualified independent underwriter" as defined
      by Conduct Rule 2720 of the NASD (if required by the NASD rules) and the
      fees and disbursements of its counsel, (ix) the fees and expenses of the
      Trustee, any registrar, any depositary, any paying agent, any escrow agent
      or any custodian, in each case including fees and disbursements of their
      respective counsel, and (x) in the case of an underwritten offering, any
      fees and disbursements of the underwriters customarily paid by issuers or
      sellers of securities and the fees and expenses of any special experts
      retained by the Company in connection with any Registration Statement but
      excluding (except as otherwise provided herein) fees of counsel to the
      underwriters or the Holders and underwriting discounts and commissions and
      transfer taxes, if any, relating to the sale or disposition of Registrable
      Securities by a Holder.

            "REGISTRATION STATEMENT" shall mean any registration statement of
      the Company and the Guarantors relating to any offering of the Exchange
      Securities or Registrable Securities pursuant to the provisions of this
      Agreement (including, without limitation, any Exchange Offer Registration
      Statement and any Shelf Registration Statement), and all amendments and
      supplements to any such Registration Statement, including post-effective
      amendments, in each case including the Prospectus contained therein, all
      exhibits thereto and all material incorporated or deemed to be
      incorporated by reference therein.

            "SEC" shall mean the Securities and Exchange Commission or any
      successor thereto.

            "SECURITIES" shall have the meaning set forth in the preamble to
      this Agreement.

            "SHELF REGISTRATION" shall mean a registration effected pursuant to
      Section 2(b) hereof.

            "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
      statement of the Company and the Guarantors pursuant to the provisions of
      Section 2(b) of this Agreement which covers all of the Registrable
      Securities or Private Exchange Securities (if any), as the case may be, on
      an appropriate form under Rule 415 under the 1933 Act, or any similar rule
      that may be adopted by the SEC, and all amendments and supplements to such
      registration statement, including post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      material incorporated or deemed to be incorporated by reference therein.

            "TIA" shall mean the Trust Indenture Act of 1939, as amended from
      time to time, and the rules and regulations of the SEC promulgated
      thereunder.

            "TRUSTEE" shall mean the trustee with respect to the Securities, the
      Private Exchange Securities (if any) and the Exchange Securities under the
      Indenture.

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      For purposes of this Agreement, (i) all references in this Agreement to
any Registration Statement, preliminary prospectus or Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the
copy filed with the SEC pursuant to its Electronic Data Gathering, Analysis and
Retrieval system; (ii) all references in this Agreement to financial statements
and schedules and other information which is "contained", "included" or "stated"
in any Registration Statement or Prospectus (or other references of like import)
shall be deemed to mean and include all such financial statements and schedules
and other information which is incorporated or deemed to be incorporated by
reference in such Registration Statement or Prospectus, as the case may be;
(iii) all references in this Agreement to amendments or supplements to any
Registration Statement or Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is incorporated or deemed to be
incorporated by reference in such Registration Statement or Prospectus, as the
case may be; (iv) all references in this Agreement to Rule 144, Rule 144A or
Rule 405 under the 1933 Act, and all references to any sections or subsections
thereof or terms defined therein, shall in each case include any successor
provisions thereto; and (v) all references in this Agreement to days (but not to
business days) shall mean calendar days.

      2.    REGISTRATION UNDER THE 1933 ACT.

      (a)   EXCHANGE OFFER REGISTRATION. The Company shall (A) file with the SEC
on or prior to the 135th day after the Closing Time an Exchange Offer
Registration Statement covering the offer by the Company and the Guarantors to
the Holders to exchange all of the Registrable Securities for a like aggregate
principal amount of Exchange Securities, (B) use its reasonable best efforts to
cause such Exchange Offer Registration Statement to be declared effective by the
SEC no later than the 180th day after the Closing Time, (C) use its reasonable
best efforts to cause such Registration Statement to remain effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to
consummate the Exchange Offer no later than 45 days after the effective date of
the Exchange Offer Registration Statement. Upon the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Exchange Offer, it being the objective of such Exchange Offer to enable each
Holder eligible and electing to exchange Registrable Securities for Exchange
Securities (assuming that such Holder is not an affiliate of the Company within
the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in
the ordinary course of such Holder's business and has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing such Exchange Securities) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the 1933 Act or under the securities or blue sky laws of the states of the
United States.

      In connection with the Exchange Offer, the Company shall:

              (i) promptly mail to each Holder a copy of the Prospectus forming
      part of the Exchange Offer Registration Statement, together with an
      appropriate letter of transmittal and related documents;

             (ii) keep the Exchange Offer open for not less than 20 business
      days (or longer if required by applicable law) after the date notice
      thereof is mailed to the Holders and, during the Exchange Offer, offer to
      all Holders who are legally eligible to participate

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      in the Exchange Offer the opportunity to exchange their Registrable
      Securities for Exchange Securities;

            (iii) use the services of a depositary with an address in Nashville,
      Tennessee, Charlotte, North Carolina or the Borough of Manhattan, The City
      of New York for the Exchange Offer;

             (iv) permit Holders to withdraw tendered Registrable Securities at
      any time prior to the close of business, New York City time, on the last
      business day on which the Exchange Offer shall remain open, by sending to
      the institution specified in the Prospectus or the related letter of
      transmittal or related documents a telegram, telex, facsimile transmission
      or letter setting forth the name of such Holder, the principal amount of
      Registrable Securities delivered for exchange, and a statement that such
      Holder is withdrawing its election to have such Securities exchanged; and

              (v) otherwise comply in all material respects with all applicable
      laws relating to the Exchange Offer.

      If, at or prior to the consummation of the Exchange Offer, any of the
Initial Purchasers holds any Securities acquired by it and having the status of
an unsold allotment in the initial distribution, the Company shall, upon the
request of any such Initial Purchaser, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange for such Securities a like principal amount of debt
securities of the Company that are identical (except that such debt securities
shall be subject to transfer restrictions and shall bear a legend relating to
restrictions on ownership and transfer as a result of the issuance thereof
without registration under the 1933 Act and shall provide for the payment of
Additional Interest) to the Exchange Securities (the "Private Exchange
Securities"). The Company shall use its reasonable best efforts to have the
Private Exchange Securities bear the same CUSIP number as the Exchange
Securities and, if unable to do so, the Company will, at such time as any
Private Exchange Security ceases to be a "restricted security" within the
meaning of Rule 144 under the 1933 Act, permit any such Private Exchange
Security to be exchanged for a like principal amount of Exchange Securities. The
Company shall not have any liability under this Agreement solely as a result of
any such Private Exchange Securities not bearing the same CUSIP number as the
Exchange Securities.

      The Exchange Securities and the Private Exchange Securities (if any) shall
be issued under the Indenture, which shall be qualified under the TIA. The
Indenture shall provide that the Exchange Securities, the Private Exchange
Securities (if any) and the Securities shall vote and consent together on all
matters as a single class and shall constitute a single series of debt
securities issued under the Indenture.

      As soon as practicable after the close of the Exchange Offer, the Company
shall:

            (i)   accept for exchange all Registrable Securities duly tendered
      and not validly withdrawn pursuant to the Exchange Offer in accordance
      with the terms of the Exchange Offer Registration Statement and the letter
      of transmittal which is an exhibit thereto;

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            (ii)  deliver, or cause to be delivered, to the Trustee for
      cancellation all Registrable Securities so accepted for exchange by the
      Company; and

            (iii) cause the Trustee promptly to authenticate and deliver
      Exchange Securities to each Holder of Registrable Securities so accepted
      for exchange equal in principal amount to the principal amount of the
      Registrable Securities of such Holder so accepted for exchange.

      Interest on each Exchange Security and such Private Exchange Security (if
any) will accrue from the last date on which interest was paid or duly provided
for on the Securities surrendered in exchange therefor or, if no interest has
been paid or duly provided for on such Securities, from the Interest Accrual
Date. The Exchange Offer shall not be subject to any conditions, other than (i)
that the Exchange Offer, or the making of any exchange by a Holder, does not
violate any applicable law or any applicable interpretation of the staff of the
SEC, (ii) that no action or proceeding shall have been instituted or threatened
in any court or by or before any governmental agency with respect to the
Exchange Offer which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer, and (iii)
that the Holders tender the Registrable Securities to the Company in accordance
with the Exchange Offer. Each Holder of Registrable Securities (other than
Participating Broker-Dealers) who wishes to exchange such Registrable Securities
for Exchange Securities in the Exchange Offer will be required to represent that
(i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the
Company, (ii) any Exchange Securities to be received by it will be acquired in
the ordinary course of business and (iii) it has no arrangement with any Person
to participate in the distribution (within the meaning of the 1933 Act) of the
Exchange Securities, and shall be required to make such other representations as
may be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form S-4 or another appropriate form under
the 1933 Act available. To the extent permitted by law, the Company shall inform
the Initial Purchasers of the names and addresses of the Holders of Securities
to whom the Exchange Offer is made and, to the extent such information is
available to the Company, the names and addresses of the beneficial owners of
such Securities, and the Initial Purchasers shall have the right to contact such
Holders and beneficial owners and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.

      (b)   SHELF REGISTRATION. (i) If, because of any change in law or
applicable interpretations thereof by the staff of the SEC, the Company and the
Guarantors are not permitted to effect the Exchange Offer as contemplated by
Section 2(a) hereof, or (ii) if for any other reason (A) the Exchange Offer
Registration Statement is not declared effective within 180 days following the
Closing Time or (B) the Exchange Offer is not consummated within 45 days after
effectiveness of the Exchange Offer Registration Statement (provided that if the
Exchange Offer Registration Statement shall be declared effective after such
180-day period or if the Exchange Offer shall be consummated after such 45-day
period, then the Company's obligations under this clause (ii) arising from the
failure of the Exchange Offer Registration Statement to be declared effective
within such 180-day period or the failure of the Exchange Offer to be
consummated within such 45-day period, respectively, shall terminate), or (iii)
if any Holder (other than an Initial Purchaser holding Securities acquired
directly from the Company) is not eligible to participate in the Exchange Offer
or elects to participate in the Exchange Offer but does not receive Exchange
Securities which are freely tradeable without any limitations or

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restrictions under the 1933 Act or (iv) upon the request of any of the Initial
Purchasers within 90 days following the consummation of the Exchange Offer
(provided that, in the case of this clause (iv), such Initial Purchaser shall
hold Registrable Securities (including, without limitation, Private Exchange
Securities) that it acquired directly from the Company), the Company shall, at
its cost:

            (A)   as promptly as practicable, but no later than (a) the 180th
      day after the Closing Time or (b) the 60th day after any such filing
      obligation arises, whichever is later, file with the SEC a Shelf
      Registration Statement relating to the offer and sale of the Registrable
      Securities by the Holders from time to time in accordance with the methods
      of distribution elected by the Majority Holders of such Registrable
      Securities and set forth in such Shelf Registration Statement;

            (B)   use its reasonable best efforts to cause such Shelf
      Registration Statement to be declared effective by the SEC as promptly as
      practicable, but in no event later than the 225th day after the Closing
      Time (or, in the case of a request by any of the Initial Purchasers
      pursuant to clause (iv) above, within 90 days after such request). In the
      event that the Company is required to file a Shelf Registration Statement
      pursuant to clause (iii) or (iv) above, the Company shall file and use its
      reasonable best efforts to have declared effective by the SEC both an
      Exchange Offer Registration Statement pursuant to Section 2(a) with
      respect to all Registrable Securities and a Shelf Registration Statement
      (which may be a combined Registration Statement with the Exchange Offer
      Registration Statement) with respect to offers and sales of Registrable
      Securities held by such Holder or such Initial Purchaser, as applicable;

            (C)   use its reasonable best efforts to keep the Shelf Registration
      Statement continuously effective, supplemented and amended as required, in
      order to permit the Prospectus forming part thereof to be usable by
      Holders for a period of two years after the latest date on which any
      Securities and Guarantees are originally issued by the Company and the
      Guarantors respectively (subject to extension pursuant to the last
      paragraph of Section 3) or, if earlier, when all of the Registrable
      Securities covered by such Shelf Registration Statement (i) have been sold
      pursuant to the Shelf Registration Statement in accordance with the
      intended method of distribution thereunder, (ii) become eligible for
      resale pursuant to Rule 144(k) under the 1933 Act or (iii) cease to be
      Registrable Securities; and

            (D)   notwithstanding any other provisions hereof, use its
      reasonable best efforts to ensure that (i) any Shelf Registration
      Statement and any amendment thereto and any Prospectus forming a part
      thereof and any supplements thereto comply in all material respects with
      the 1933 Act and the rules and regulations thereunder, (ii) any Shelf
      Registration Statement and any amendment thereto does not, when it becomes
      effective, contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading and (iii) any Prospectus forming part of
      any Shelf Registration Statement and any amendment or supplement to such
      Prospectus does not include an untrue statement of a material fact or omit
      to state a material fact necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; provided, however,

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      clauses (ii) and (iii) shall not apply to any statement in or omission
      from a Shelf Registration Statement or a Prospectus made in reliance upon
      and conformity with information relating to any Initial Purchaser, Holder,
      Participating Broker-Dealer or underwriter of Registrable Securities
      furnished to the Company in writing by such Initial Purchaser, Holder,
      Participating Broker-Dealer or underwriter, respectively, expressly for
      use in such Shelf Registration Statement or Prospectus.

      The Company agrees, if necessary, to supplement or amend the Shelf
Registration Statement if reasonably requested by the Majority Holders with
respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use its reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement to become
usable as soon as practicable thereafter and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

      (c)   EXPENSES. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or the
Initial Purchasers for the reasonable fees and disbursements of one counsel (in
addition to any local counsel) designated in writing by the Majority Holders
(or, if a Shelf Registration Statement is filed solely pursuant to clause (iv)
of the first paragraph of Section 2(b), designated by the Initial Purchasers) to
act as counsel for the Holders of the Registrable Securities in connection
therewith. Each Holder shall pay all fees and disbursements of its counsel other
than as set forth in the preceding sentence or in the definition of Registration
Expenses and all underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of such Holder's Registrable Securities
pursuant to a Shelf Registration Statement.

      (d)   EFFECTIVE REGISTRATION STATEMENT.

            (i)   An Exchange Offer Registration Statement pursuant to
      Section 2(a) hereof or a Shelf Registration Statement pursuant to Section
      2(b) hereof shall not be deemed to have become effective unless it has
      been declared effective by the SEC; provided, however, that if, after it
      has been declared effective, the offering of Registrable Securities
      pursuant to a Registration Statement is interfered with by any stop order,
      injunction or other order or requirement of the SEC or any other
      governmental agency or court, such Registration Statement shall be deemed
      not to have been effective during the period of such interference until
      the offering of Registrable Securities pursuant to such Registration
      Statement may legally resume.

            (ii)  During any 365-day period, the Company may, by notice as
      described in Section 3(e), suspend the availability of a Shelf
      Registration Statement (and, if the Exchange Offer Registration Statement
      is being used in connection with the resale of Exchange Securities by
      Participating Broker-Dealers as contemplated by Section 3(f), the Exchange
      Offer Registration Statement) and the use of the related Prospectus for up
      to two periods of up to 45 consecutive days each, but no more than an
      aggregate of 90 days during any 365-day period, upon the happening of any
      event or the discovery of any fact

                                       10
<Page>

      referred to in Section 3(e)(vi), but subject to compliance by the Company
      with its obligations under the last paragraph of Section 3.

      (e)   INCREASE IN INTEREST RATE. In the event that:

              (i) the Exchange Offer Registration Statement is not filed with
      the SEC on or prior to the 135th day following the Closing Time, or

             (ii) the Exchange Offer Registration Statement is not declared
      effective by the SEC on or prior to the 180th day following the Closing
      Time, or

            (iii) the Exchange Offer is not consummated on or prior to the 45th
      day following the effective date of the Exchange Offer Registration
      Statement, or

             (iv) if required, a Shelf Registration Statement is not filed with
      the SEC on or prior to (A) the 180th day following the Closing Time or (B)
      the 60th day after the filing obligation arises, whichever is later, or

              (v) if required, a Shelf Registration Statement is not declared
      effective on or prior to the 225th day following the Closing Time (or, if
      a Shelf Registration Statement is required to be filed upon the request of
      any Initial Purchaser, within 90 days after such request), or

             (vi) a Shelf Registration Statement is declared effective by the
      SEC but such Shelf Registration Statement ceases to be effective or such
      Shelf Registration Statement or the Prospectus included therein ceases to
      be usable in connection with resales of Registrable Securities for any
      reason and either (A) the aggregate number of days in any consecutive
      365-day period for which the Shelf Registration Statement or such
      Prospectus shall not be effective or usable exceeds 90 days, (B) the Shelf
      Registration Statement or such Prospectus shall not be effective or usable
      for more than two periods (regardless of duration) in any consecutive
      365-day period or (C) the Shelf Registration Statement or such Prospectus
      shall not be effective or usable for a period of more than 45 consecutive
      days, or

            (vii) the Exchange Offer Registration Statement is declared
      effective by the SEC but, if the Exchange Offer Registration Statement is
      being used in connection with the resale of Exchange Securities as
      contemplated by Section 3(f) of this Agreement, the Exchange Offer
      Registration Statement ceases to be effective or the Exchange Offer
      Registration Statement or the Prospectus included therein ceases to be
      usable in connection with resales of Exchange Securities for any reason
      during the 180-day period referred to in Section 3(f)(B) of this Agreement
      (as such period may be extended pursuant to the last paragraph of Section
      3 of this Agreement) and either (A) the aggregate number of days in any
      consecutive 365-day period for which the Exchange Offer Registration
      Statement or such Prospectus shall not be effective or usable exceeds 90
      days, (B) the Exchange Offer Registration Statement or such Prospectus
      shall not be effective or usable for more than two periods (regardless of
      duration) in any consecutive 365-day period or (C) the Exchange Offer
      Registration Statement or the Prospectus shall not be effective or usable
      for a period of more than 45 consecutive days,

                                       11
<Page>

      (each of the events referred to in clauses (i) through (vii) above being
      hereinafter called a "Registration Default"), the per annum interest rate
      borne by the Registrable Securities shall be increased ("Additional
      Interest") by one-quarter of one percent (0.25%) per annum immediately
      following such 135-day period in the case of clause (i) above, immediately
      following such 180-day period in the case of clause (ii) above,
      immediately following such 45-day period in the case of clause (iii)
      above, immediately following any such 180-day period or 60-day period,
      whichever ends later, in the case of clause (iv) above, immediately
      following any such 225-day period or 90-day period, whichever ends first,
      in the case of clause (v) above, immediately following the 90th day in any
      consecutive 365-day period, as of the first day of the third period in any
      consecutive 365-day period or immediately following the 45th consecutive
      day, whichever occurs first, that a Shelf Registration Statement shall not
      be effective or a Shelf Registration Statement or the Prospectus included
      therein shall not be usable as contemplated by clause (vi) above, or
      immediately following the 90th day in any consecutive 365-day period, as
      of the first day of the third period in any consecutive 365-day period or
      immediately following the 45th consecutive day, whichever occurs first,
      that the Exchange Offer Registration Statement shall not be effective or
      the Exchange Offer Registration Statement or the Prospectus included
      therein shall not be usable as contemplated by clause (vii) above, which
      rate will be increased by an additional one-quarter of one percent (0.25%)
      per annum immediately following each 90-day period that any Additional
      Interest continues to accrue under any circumstances; provided that the
      aggregate increase in such annual interest rate may in no event exceed
      one-half of one percent (0.50%) per annum. Upon the filing of the Exchange
      Offer Registration Statement after the 135-day period described in clause
      (i) above, the effectiveness of the Exchange Offer Registration Statement
      after the 180-day period described in clause (ii) above, the consummation
      of the Exchange Offer after the 45-day period described in clause (iii)
      above, the filing of the Shelf Registration Statement after the 180-day
      period or 60-day period day, as the case may be, described in clause (iv)
      above, the effectiveness of a Shelf Registration Statement after the
      225-day period or 90-day period, as the case may be, described in clause
      (v) above, or the Shelf Registration Statement once again being effective
      or the Shelf Registration Statement and the Prospectus included therein
      becoming usable in connection with resales of Registrable Securities, as
      the case may be, in the case of clause (vi) above, or the Exchange Offer
      Registration Statement once again becoming effective or the Exchange Offer
      Registration Statement and the Prospectus included therein becoming usable
      in connection with resales of Exchange Securities, as the case may be, in
      the case of clause (vii) thereof, the interest rate borne by the
      Securities from the date of such filing, effectiveness, consummation or
      resumption of effectiveness or useability, as the case may be, shall be
      reduced to the original interest rate so long as no other Registration
      Default shall have occurred and shall be continuing at such time and the
      Company is otherwise in compliance with this paragraph; provided, however,
      that, if after any such reduction in interest rate, one or more
      Registration Defaults shall again occur, the interest rate shall again be
      increased pursuant to the foregoing provisions.

            Anything herein to the contrary notwithstanding, any Holder who was,
      at the time the Exchange Offer was pending and consummated, eligible to
      exchange, and did not validly tender, its Securities for Exchange
      Securities in the Exchange Offer will not be entitled to receive any
      Additional Interest. For purposes of clarity, it is hereby acknowledged
      and agreed that, under current interpretations of law by the SEC, Initial
      Purchasers holding unsold allotments of Securities acquired from the
      Company are not eligible to participate in the Exchange Offer.

                                       12
<Page>

      3.    REGISTRATION PROCEDURES. In connection with the obligations of the
Company with respect to the Registration Statements pursuant to Sections 2(a)
and 2(b) hereof, the Company shall:

            (a)   prepare and file with the SEC a Registration Statement or, if
      required, Registration Statements, within the time periods specified in
      Section 2, on the appropriate form under the 1933 Act, which form (i)
      shall be selected by the Company, (ii) shall, in the case of a Shelf
      Registration Statement, be available for the sale of the Registrable
      Securities by the selling Holders thereof and (iii) shall comply as to
      form in all material respects with the requirements of the applicable form
      and include or incorporate by reference all financial statements required
      by the SEC to be filed therewith, and use its reasonable best efforts to
      cause such Registration Statement to become effective and remain effective
      in accordance with Section 2 hereof;

            (b)   prepare and file with the SEC such amendments and
      post-effective amendments to each Registration Statement as may be
      necessary under applicable law to keep such Registration Statement
      effective for the applicable period; cause each Prospectus to be
      supplemented by any required prospectus supplement, and as so supplemented
      to be filed pursuant to Rule 424 under the 1933 Act; and comply with the
      provisions of the 1933 Act and the 1934 Act with respect to the
      disposition of all Securities covered by each Registration Statement
      during the applicable period in accordance with the intended method or
      methods of distribution by the selling Holders thereof;

            (c)   in the case of a Shelf Registration, (i) notify each Holder of
      Registrable Securities, at least ten business days prior to filing, that a
      Shelf Registration Statement with respect to the Registrable Securities is
      being filed and advising such Holders that the distribution of Registrable
      Securities will be made in accordance with the method elected by the
      Majority Holders; (ii) furnish to each Holder of Registrable Securities,
      to counsel for the Initial Purchasers, to counsel for the Holders and to
      each underwriter of an underwritten offering of Registrable Securities, if
      any, without charge, as many copies of each Prospectus, including each
      preliminary Prospectus, and any amendment or supplement thereto and such
      other documents as such Holder, counsel or underwriter may reasonably
      request, including financial statements and schedules and, if such Holder,
      counsel or underwriter so requests, all exhibits (including those
      incorporated by reference) in order to facilitate the public sale or other
      disposition of the Registrable Securities; and (iii) subject to the
      penultimate paragraph of this Section 3, the Company hereby consents to
      the use of the Prospectus, including each preliminary Prospectus, or any
      amendment or supplement thereto by each of the Holders and underwriters of
      Registrable Securities in connection with the offering and sale of the
      Registrable Securities covered by any Prospectus or any amendment or
      supplement thereto;

            (d)   use its reasonable best efforts to register or qualify the
      Registrable Securities under all applicable state securities or "blue sky"
      laws of such jurisdictions as any Holder of Registrable Securities covered
      by a Registration Statement and each underwriter of an underwritten
      offering of Registrable Securities shall reasonably request, to cooperate
      with the Holders and the underwriters of any Registrable Securities in

                                       13
<Page>

      connection with any filings required to be made with the NASD, to keep
      each such registration or qualification effective during the period such
      Registration Statement is required to be effective and do any and all
      other acts and things which may be reasonably necessary or advisable to
      enable such Holder to consummate the disposition in each such jurisdiction
      of such Registrable Securities owned by such Holder; provided, however,
      that neither the Company nor any Guarantor shall be required to (i)
      qualify as a foreign corporation or as a dealer in securities in any
      jurisdiction where it would not otherwise be required to qualify but for
      this Section 3(d) or (ii) take any action which would subject it to
      general service of process or taxation in any such jurisdiction if it is
      not then so subject;

            (e)   in the case of a Shelf Registration, notify each Holder of
      Registrable Securities and counsel for such Holders promptly and, if
      requested by such Holder or counsel, confirm such advice in writing
      promptly (i) when a Registration Statement has become effective and when
      any post-effective amendments and supplements thereto become effective,
      (ii) of any request by the SEC or any state securities authority for
      post-effective amendments or supplements to a Registration Statement or
      Prospectus or for additional information after a Registration Statement
      has become effective, (iii) of the issuance by the SEC or any state
      securities authority of any stop order suspending the effectiveness of a
      Registration Statement or the initiation of any proceedings for that
      purpose, (iv) if between the effective date of a Registration Statement
      and the closing of any sale of Registrable Securities covered thereby the
      representations and warranties of the Company contained in any
      underwriting agreement, securities sales agreement or other similar
      agreement, if any, relating to such offering cease to be true and correct,
      (v) of the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose, (vi) of the happening of any event or the discovery of any
      facts during the period a Shelf Registration Statement is effective which
      makes any statement made in such Shelf Registration Statement or the
      related Prospectus untrue in any material respect or which constitutes an
      omission to state a material fact in such Shelf Registration Statement or
      Prospectus and (vii) of any determination by the Company that a
      post-effective amendment to a Registration Statement would be appropriate.
      Without limitation to any other provisions of this Agreement, the Company
      agrees that this Section 3(e) shall also be applicable, mutatis mutandis,
      with respect to the Exchange Offer Registration Statement and the
      Prospectus included therein to the extent that such Prospectus is being
      used by Participating Broker-Dealers as contemplated by Section 3(f);

            (f)   (A) in the case of an Exchange Offer, (i) include in the
      Exchange Offer Registration Statement (x) a "Plan of Distribution" section
      (substantially in the form set forth in Annex A hereto) covering the use
      of the Prospectus included in the Exchange Offer Registration Statement by
      broker-dealers who have exchanged their Registrable Securities for
      Exchange Securities for the resale of such Exchange Securities and (y) a
      statement to the effect that any such broker-dealers who wish to use the
      related Prospectus in connection with the resale of Exchange Securities
      acquired as a result of market-making or other trading activities will be
      required to notify the Company to that effect, together with instructions
      for giving such notice (which instructions shall include a

                                       14
<Page>

      provision for giving such notice by checking a box or making another
      appropriate notation on the related letter of transmittal) (each such
      broker-dealer who gives notice to the Company as aforesaid being
      hereinafter called a "Notifying Broker-Dealer"), (ii) furnish to each
      Notifying Broker-Dealer who desires to participate in the Exchange Offer,
      without charge, as many copies of each Prospectus included in the Exchange
      Offer Registration Statement and any amendment or supplement thereto, as
      such broker-dealer may reasonably request, (iii) include in the Exchange
      Offer Registration Statement a statement that any broker-dealer who holds
      Registrable Securities acquired for its own account as a result of
      market-making activities or other trading activities (a "Participating
      Broker-Dealer"), and who receives Exchange Securities for Registrable
      Securities pursuant to the Exchange Offer, may be a statutory underwriter
      and must deliver a prospectus meeting the requirements of the 1933 Act in
      connection with any resale of such Exchange Securities, (iv) subject to
      the penultimate paragraph of this Section 3, the Company hereby consents
      to the use of the Prospectus forming part of the Exchange Offer
      Registration Statement or any amendment or supplement thereto by any
      Notifying Broker-Dealer in connection with the sale or transfer of
      Exchange Securities, and (v) include in the transmittal letter or similar
      documentation to be executed by an exchange offeree in order to
      participate in the Exchange Offer the following provision:

            "If the undersigned is not a broker-dealer, the undersigned
      represents that it is not engaged in, and does not intend to engage in, a
      distribution of Exchange Securities. If the undersigned is a broker-dealer
      that will receive Exchange Securities for its own account in exchange for
      Registrable Securities, it represents that the Registrable Securities to
      be exchanged for Exchange Securities were acquired by it as a result of
      market-making activities or other trading activities and acknowledges that
      it will deliver a prospectus meeting the requirements of the 1933 Act in
      connection with any resale of such Exchange Securities pursuant to the
      Exchange Offer; however, by so acknowledging and by delivering a
      prospectus, the undersigned will not be deemed to admit that it is an
      "underwriter" within the meaning of the 1933 Act;"

            (B)   to the extent any Notifying Broker-Dealer participates in the
      Exchange Offer, (i) the Company shall use its reasonable best efforts to
      maintain the effectiveness of the Exchange Offer Registration Statement
      for a period of 180 days (subject to extension pursuant to the last
      paragraph of this Section 3) following the last date on which exchanges
      are accepted pursuant to the Exchange Offer, and (ii) the Company will
      comply, insofar as relates to the Exchange Offer Registration Statement,
      the Prospectus included therein and the offering and sale of Exchange
      Securities pursuant thereto, with its obligations under Section 2(b)(D),
      the last paragraph of Section 2(b), Section 3(c), 3(d), 3(e), 3(i), 3(j),
      3(k), 3(o) and 3(p), and the last two paragraphs of this Section 3 as if
      all references therein to a Shelf Registration Statement, the Prospectus
      included therein and the Holders of Registrable Securities referred,
      mutatis mutandis, to the Exchange Offer Registration Statement, the
      Prospectus included therein and the applicable Notifying Broker-Dealers
      and, for purposes of this Section 3(f), all references in any such
      paragraphs or sections to the "Majority Holders" shall be deemed to mean,
      solely insofar as relates to this Section 3(f), the Notifying
      Broker-Dealers who are the Holders of the majority in aggregate principal
      amount of the Exchange Securities which are Registrable Securities; and

                                       15
<Page>

            (C)   the Company shall not be required to amend or supplement the
      Prospectus contained in the Exchange Offer Registration Statement as would
      otherwise be contemplated by Section 3(b) or 3(k) hereof, or take any
      other action as a result of this Section 3(f), for a period exceeding 180
      days (subject to extension pursuant to the last paragraph of this Section
      3) after the last date on which exchanges are accepted pursuant to the
      Exchange Offer and Notifying Broker-Dealers shall not be authorized by the
      Company to, and shall not, deliver such Prospectus after such period in
      connection with resales contemplated by this Section 3;

            (g)   (i) in the case of an Exchange Offer, furnish counsel for the
      Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
      counsel for the Holders of Registrable Securities and counsel for any
      underwriters of Registrable Securities copies of any request by the SEC or
      any state securities authority for amendments or supplements to a
      Registration Statement or Prospectus or for additional information;

            (h)   use its reasonable best effort to obtain the withdrawal of any
      order suspending the effectiveness of a Registration Statement as soon as
      practicable and provide immediate notice to each Holder of the withdrawal
      of any such order;

            (i)   in the case of a Shelf Registration, furnish to each Holder of
      Registrable Securities, without charge, at least one conformed copy of
      each Registration Statement and any post-effective amendments thereto
      (without documents incorporated or deemed to be incorporated therein by
      reference or exhibits thereto, unless requested);

            (j)   in the case of a Shelf Registration, cooperate with the
      selling Holders of Registrable Securities to facilitate the timely
      preparation and delivery of certificates representing Registrable
      Securities to be sold and not bearing any restrictive legends; and cause
      such Registrable Securities to be in such denominations (consistent with
      the provisions of the Indenture) and in a form eligible for deposit with
      the Depositary and registered in such names as the selling Holders or the
      underwriters, if any, may reasonably request in writing at least one
      business day prior to the closing of any sale of Registrable Securities;

            (k)   in the case of a Shelf Registration, upon the occurrence of
      any event or the discovery of any facts as contemplated by Section
      3(e)(vi) hereof, use its reasonable best efforts to prepare a supplement
      or post-effective amendment to a Registration Statement or the related
      Prospectus or any document incorporated or deemed to be incorporated
      therein by reference or file any other required document so that, as
      thereafter delivered to the purchasers of the Registrable Securities, such
      Prospectus will not contain at the time of such delivery any untrue
      statement of a material fact or omit to state a material fact necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading. The Company agrees to notify each
      Holder to suspend use of the Prospectus as promptly as practicable after
      the occurrence of such an event, and each Holder hereby agrees to suspend
      use of the Prospectus until the Company has amended or supplemented the
      Prospectus to correct such misstatement or omission. At such time as such
      public disclosure is otherwise made or the Company determines that such
      disclosure is not necessary, in each case to correct any misstatement of a
      material

                                       16
<Page>

      fact or to include any omitted material fact, the Company agrees promptly
      to notify each Holder of such determination and to furnish each Holder
      such number of copies of the Prospectus, as amended or supplemented, as
      such Holder may reasonably request;

            (l)   obtain CUSIP numbers for all Exchange Securities or
      Registrable Securities, as the case may be, not later than the effective
      date of a Registration Statement, and provide the Trustee with printed or
      word-processed certificates for the Exchange Securities or Registrable
      Securities, as the case may be, in a form eligible for deposit with the
      Depositary;

            (m)   (i) cause the Indenture to be qualified under the TIA in
      connection with the registration of the Exchange Securities or Registrable
      Securities, as the case may be, (ii) cooperate with the Trustee and the
      Holders to effect such changes, if any, to the Indenture as may be
      required for the Indenture to be so qualified in accordance with the terms
      of the TIA and (iii) execute, and use its reasonable best efforts to cause
      the Trustee to execute, all documents as may be required to effect such
      changes, if any, and all other forms and documents required to be filed
      with the SEC to enable the Indenture to be so qualified in a timely
      manner;

            (n)   in the case of a Shelf Registration, the holders of a majority
      in principal amount of the Registrable Securities registered pursuant to
      such Shelf Registration Statement shall have the right to direct the
      Company to effect not more than one underwritten registration and, in
      connection with such underwritten registration, the Company shall enter
      into agreements (including underwriting agreements or similar agreements)
      and take all other customary and appropriate actions (including those
      reasonably requested by the holders of a majority in principal amount of
      the Registrable Securities being sold) in order to expedite or facilitate
      the disposition of such Registrable Securities and in such connection, in
      a manner that is reasonable and customary:

                  (i)   make such representations and warranties to the Holders
            of such Registrable Securities and the underwriters, in form,
            substance and scope as are customarily made by issuers to
            underwriters in similar underwritten offerings as may be reasonably
            requested by such Holders and underwriters;

                 (ii)   obtain opinions of counsel to the Company (which counsel
            and opinions (in form, scope and substance) shall be reasonably
            satisfactory to the managing underwriters, and the Holders of a
            majority in principal amount of the Registrable Securities being
            sold) addressed to each selling Holder and the underwriters,
            covering the matters customarily covered in opinions requested in
            sales of securities or underwritten offerings and such other matters
            as may be reasonably requested by such Holders and underwriters;

                (iii)   obtain "cold comfort" letters and updates thereof with
            respect to such Shelf Registration Statement and the Prospectus
            included therein, all amendments and supplements thereto and all
            documents incorporated or deemed to be incorporated by reference
            therein from the Company's independent certified public accountants
            and from the independent certified public accountants for any

                                       17
<Page>

            other Person or any business or assets whose financial statements
            are included or incorporated by reference in the Shelf Registration
            Statement, each addressed to the underwriters, and use reasonable
            best efforts to have such letters addressed to the selling Holders
            of Registrable Securities, such letters to be in customary form and
            covering matters of the type customarily covered in "cold comfort"
            letters to underwriters in connection with similar underwritten
            offerings and such letters to be delivered at the time of the
            pricing of such underwritten registration with an update to such
            letter to be delivered at the time of closing of such underwritten
            registration;

                 (iv)   if an underwriting agreement or other similar agreement
            is entered into, cause the same to set forth indemnification and
            contributions provisions and procedures substantially equivalent to
            the indemnification and contributions provisions and procedures set
            forth in Section 5 hereof with respect to the underwriters and all
            other parties to be indemnified pursuant to Section 5 hereof or such
            other indemnification and contributions as shall be satisfactory to
            the Company, the applicable underwriters and the Holders of the
            majority in principal amount of the Registrable Securities being
            sold; and

                  (v)   deliver such other documents and certificates as may be
            reasonably requested and as are customarily delivered in similar
            offerings.

      The documents referred to in Sections 3(n)(ii) and 3(n)(v) shall be
      delivered at the closing under any underwriting or similar agreement as
      and to the extent required thereunder. In the case of any such
      underwritten offering, the Company shall provide written notice to the
      Holders of all Registrable Securities of such underwritten offering at
      least 30 days prior to the filing of a prospectus supplement for such
      underwritten offering. Such notice shall (x) offer each such Holder the
      right to participate in such underwritten offering, (y) specify a date,
      which shall be no earlier than 15 days following the date of such notice,
      by which such Holder must inform the Company of its intent to participate
      in such underwritten offering and (z) include the instructions such Holder
      must follow in order to participate in such underwritten offering;

            (o)   in the case of a Shelf Registration, make available for
      inspection by representatives of the Holders of the Registrable Securities
      and any underwriters participating in any disposition pursuant to a Shelf
      Registration Statement and any counsel or accountant retained by such
      Holders or underwriters, all financial statements and other records,
      documents and properties of the Company reasonably requested by any such
      Persons, and cause the respective officers, directors, employees, and any
      other agents of the Company to supply all information reasonably requested
      by any such Persons in connection with a Shelf Registration Statement;

            (p)   (i) in the case of an Exchange Offer, a reasonable time prior
      to the filing of any Exchange Offer Registration Statement, any Prospectus
      forming a part thereof, any amendment to an Exchange Offer Registration
      Statement or amendment or supplement to such Prospectus, provide copies of
      such documents to the Initial Purchasers, and make such changes in any
      such documents prior to the filing thereof as the Initial Purchasers or

                                       18
<Page>

      their counsel may reasonably request; (ii) in the case of a Shelf
      Registration, a reasonable time prior to filing any Shelf Registration
      Statement, any Prospectus forming a part thereof, any amendment to such
      Shelf Registration Statement or amendment or supplement to such
      Prospectus, provide copies of such document to the Holders of Registrable
      Securities, to the Initial Purchasers, to the underwriter or underwriters,
      of an underwritten offering of Registrable Securities, and to counsel for
      any such Holders, Initial Purchasers or underwriters, and make such
      changes in any such document prior to the filing thereof as the Holders of
      Registrable Securities, the Initial Purchasers, any such underwriter or
      underwriters or any of their respective counsel may reasonably request;
      and (iii) cause the representatives of the Company to be available for
      discussion of such documents as shall be reasonably requested by the
      Holders of Registrable Securities, the Initial Purchasers on behalf of
      such Holders or any underwriter, and shall not at any time make any filing
      of any such document of which such Holders, the Initial Purchasers on
      behalf of such Holders, their counsel or any underwriter shall not have
      previously been advised and furnished a copy or to which such Holders, the
      Initial Purchasers on behalf of such Holders, their counsel or any
      underwriter shall reasonably object within a reasonable time period;

            (q)   in the case of a Shelf Registration, use its reasonable best
     efforts to cause the Registrable Securities to be rated with the
     appropriate rating agencies, if so requested by the Majority Holders of
     Registrable Securities or by the underwriter or underwriters of an
     underwritten offering, unless the Registrable Securities are already so
     rated;

            (r)   otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the SEC and, with respect to each
     Registration Statement and each post-effective amendment, if any, thereto
     and each filing by the Company of an Annual Report on Form 10-K, make
     available to its security holders, as soon as reasonably practicable, an
     earnings statement covering at least twelve months which shall satisfy the
     provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; and

            (s)   cooperate and assist in any filings required to be made with
      the NASD and in the performance of any due diligence investigation by any
      underwriter and its counsel.

      In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and require such Holder to agree in writing to be bound by all
provisions of this Agreement applicable to such Holder.

      In the case of a Shelf Registration Statement, each Holder agrees and, in
the event that any Participating Broker-Dealer is using the Prospectus included
in the Exchange Offer Registration Statement in connection with the sale of
Exchange Securities pursuant to Section 3(f), each such Participating
Broker-Dealer agrees that, upon receipt of any notice from the Company of the
happening of any event or the discovery of any facts of the kind described in
Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii) hereof, such Holder or
Participating Broker-Dealer, as the case may be, will forthwith discontinue
disposition of Registrable Securities

                                       19
<Page>

pursuant to a Registration Statement until receipt by such Holder or
Participating Broker-Dealer, as the case may be, of (i) the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii)
written notice from the Company that the Shelf Registration Statement or the
Exchange Offer Registration Statement, respectively, are once again effective or
that no supplement or amendment is required. If so directed by the Company, such
Holder or Participating Broker-Dealer, as the case may be, will deliver to the
Company (at the Company's expense) all copies in its possession, other than
permanent file copies then in its possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. Nothing in
this paragraph shall prevent the accrual of Additional Interest on any
Securities or Exchange Securities.

      If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall be deemed to have used its reasonable best efforts to keep the
Shelf Registration Statement or, in the case of Section 3(f), the Exchange Offer
Registration Statement, as the case may be, effective during such period of
suspension; provided that (i) such period of suspension shall not exceed the
time periods provided in Section 2(d)(ii) hereof and (ii) the Company shall use
its reasonable best efforts to file and have declared effective (if an
amendment) as soon as practicable thereafter an amendment or supplement to the
Shelf Registration Statement or the Exchange Offer Registration Statement or
both, as the case may be, or the Prospectus included therein and shall extend
the period during which the Shelf Registration Statement or the Exchange Offer
Registration Statement or both, as the case may be, shall be maintained
effective pursuant to this Agreement (and, if applicable, the period during
which Participating Broker-Dealers may use the Prospectus included in the
Exchange Offer Registration Statement pursuant to Section 3(f) hereof) by the
number of days during the period from and including the date of the giving of
such notice to and including the earlier of the date when the Holders or
Participating Broker-Dealers, respectively, shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions and the
effective date of written notice from the Company to the Holders or
Participating Broker-Dealers, respectively, that the Shelf Registration
Statement or the Exchange Offer Registration Statement, respectively, are once
again effective or that no supplement or amendment is required.

      4.    UNDERWRITTEN REGISTRATIONS. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering, subject to the consent of the Company,
which consent shall not be unreasonably withheld.

      No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

                                       20
<Page>

      5.    INDEMNIFICATION AND CONTRIBUTION.

      (a)   The Company and each Initial Guarantor agrees to indemnify and hold
harmless each Initial Purchaser, each Holder, each Participating Broker-Dealer,
each underwriter who participates in an offering of Registrable Securities
(each, an "Underwriter"), their respective affiliates, directors and officers
and each Person, if any, who controls any Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter within the meaning of either Section
15 of the 1933 Act or Section 20 of the 1934 Act, as follows:

            (i)   against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, arising out of any untrue statement or alleged
      untrue statement of a material fact contained in any Registration
      Statement (or any amendment thereto) pursuant to which Exchange Securities
      or Registrable Securities were registered under the 1933 Act or the
      omission or alleged omission therefrom of a material fact required to be
      stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading, or arising
      out of any untrue statement or alleged untrue statement of a material fact
      contained in any Prospectus (or any amendment or supplement thereto) or
      any omission or alleged omission therefrom of a material fact necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading;

           (ii)   against any and all loss, liability, claim, damage and expense
      whatsoever, as incurred, to the extent of the aggregate amount paid in
      settlement of any litigation, or investigation or proceeding by any
      governmental agency or body, commenced or threatened, or of any claim
      whatsoever arising out of or based upon any such untrue statement or
      omission, or any such alleged untrue statement or omission, if such
      settlement is effected with the written consent of the Company; and

          (iii)   against any and all expense whatsoever, as incurred,
      reasonably incurred in investigating, preparing or defending against any
      litigation, or investigation or proceeding by any governmental agency or
      body, commenced or threatened, or any claim whatsoever arising out of or
      based upon any such untrue statement or omission, or any such alleged
      untrue statement or omission, to the extent that any such expense is not
      paid under subparagraph (i) or (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with
respect to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, as the case may be, expressly for use in the Registration Statement
(or any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) or made in reliance upon the Statements of Eligibility and
Qualification of Trustees (Form T-1) under the 1939 Act filed as exhibits to the
Registration Statement; and PROVIDED, FURTHER, that the foregoing indemnity
agreement, with respect to any preliminary Prospectus, shall not inure to the
benefit of any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter from whom the Person asserting any such losses, claims, damages or
liabilities purchased, or any affiliate, director or

                                       21
<Page>

officer of or any Person controlling such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter, if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter to such Person, if
required by law so to have been delivered, at or prior to the written
confirmation of the sale of the Securities to such Person, and if the Prospectus
(as so amended or supplemented) would have cured the defect giving rise to such
losses, claims, damages, expenses or liabilities.

      (b)   Each Holder, each Participating Broker-Dealer and each Underwriter,
severally but not jointly, agrees to indemnify and hold harmless the Company,
each Guarantor, each officer, director and affiliate of the Company or any
Guarantor, each Initial Purchaser (other than such Holder), each other
Participating Broker-Dealer, each other Underwriter and each other selling
Holder and each Person, if any, who controls the Company, any Guarantor, any
Initial Purchaser, any Underwriter, any Participating Broker-Dealer or any other
selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 5(a) hereof, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder, Underwriter or Participating Broker-Dealer
furnished to the Company by such Holder, Underwriter or Participating
Broker-Dealer expressly for use in the Shelf Registration Statement (or any
amendment thereto) or such Prospectus (or any amendment or supplement thereto);
provided, however, that no such Holder, Underwriter or Participating
Broker-Dealer shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Person from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

      (c)   If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding, as incurred. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded that

                                       22
<Page>

there may be legal defenses available to it that are different from or in
addition to those available to the Indemnifying Person; or (iv) the named
parties in any such proceeding (including any impleaded parties) include both
the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such reasonable fees and expenses shall be reimbursed as
they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its
affiliates, directors and officers and any control Persons of such Holder shall
be designated in writing by the Majority Holders and (z) in all other cases
shall be designated in writing by the Company with the consent of the
Indemnified Party (if other than the Company or any Guarantor), such consent not
to be unreasonably withheld. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have
requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying
Person shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by the Indemnifying Person of such request and (ii) the Indemnifying
Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.

      (d)   To the extent the indemnification provided for in paragraphs (a) and
(b) above is unavailable to an Indemnified Person in respect of any losses,
claims, damages, expenses or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages, expenses or
liabilities in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, and the relative fault of the Company and the Guarantors on
the one hand and the Holders, Participating Broker-Dealers and Underwriters, as
applicable, on the other in connection with the statements or omissions that
resulted in such losses, claims, expenses, damages or liabilities, as well as
any other relevant equitable considerations. The relative fault of the Company
and the Guarantors on the one hand and the Holders, Participating Broker-Dealers
and Underwriters, as applicable, on the other shall be determined by reference
to, among

                                       23
<Page>

other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors or by the
Holders, Participating Broker-Dealers or Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

      (e)   The Company, the Holders, and the Initial Purchasers agree that it
would not be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d)
above. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an Indemnified Person and referred to above in this Section 5 shall
be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Person in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

      Notwithstanding the provisions of this Section 5, no Initial Purchaser or
Holder, Participating Broker-Dealer or Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
Registrable Securities sold by it were offered exceeds the amount of any damages
that such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter
has otherwise been required to pay by reason of any such untrue or alleged
untrue statement or omission or alleged omission.

      No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

      For purposes of this Section 5, each Person, if any, who controls an
Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director of the
Company or any Guarantor, each officer of the Company or any Guarantor who
signed the Registration Statement and each Person, if any, who controls the
Company or any Guarantor within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Company. The respective obligations of the Initial Purchasers, Holders,
Participating Broker-Dealers and Underwriters to contribute pursuant to this
Section 5 are several in proportion to the principal amount of Securities
purchased by them and not joint.

      The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter or any
Person controlling any Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter, or by or on behalf of the Company, any Guarantor, any officers or
directors of the Company or any

                                       24
<Page>

Guarantor or any Person controlling the Company or any Guarantor, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities or Exchange Securities pursuant to a Shelf Registration Statement.

      6.    MISCELLANEOUS.

      (a)   RULE 144 AND RULE 144A. For so long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file all reports required to be filed by it under Section
13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, that if it ceases to be so required to file such reports, it will
upon the request of any Holder or beneficial owner of Registrable Securities (i)
make publicly available such information (including, without limitation, the
information specified in Rule 144(c)(2) under the 1933 Act) as is necessary to
permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver or cause to
be delivered, promptly following a request by any Holder or beneficial owner of
Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without
limitation, the information specified in Rule 144A(d)(4) under the 1933 Act) as
is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (iii)
take such further action that is reasonable in the circumstances, in each case
to the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (x) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as
such Rule may be amended from time to time, or (z) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder or
beneficial owner of Registrable Securities, the Company will deliver to such
Holder a written statement as to whether it has complied with such requirements.

      (b)   NO INCONSISTENT AGREEMENTS. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof;
provided that the Company will not be precluded from entering into any agreement
after the date hereof which may or does result, directly or indirectly, in the
payment of Additional Interest. The rights granted to the Holders hereunder do
not and will not in any way conflict with and are not and will not be
inconsistent with the rights granted to the holders of any of the Company's
other issued and outstanding securities under any other agreements entered into
by the Company or any of its subsidiaries.

      (c)   AMENDMENTS AND WAIVERS. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
departure.

      (d)   NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder or Participating Broker-Dealer (other than an Initial Purchaser),
at the most current address set forth on the records of the registrar under the
Indenture, (ii) if to an Initial Purchaser, at the most current address given by

                                       25
<Page>

such Initial Purchaser to the Company by means of a notice given in accordance
with the provisions of this Section 6(d), which address initially is the address
set forth in the Purchase Agreement; (iii) if to the Company, initially at the
address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(d) and (iv) if to any Underwriter, at the most current address given
by such Underwriter to the Company by means of a notice given in accordance with
the provisions of this Section 6(d), which address initially shall be the
address set forth in the applicable underwriting agreement.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, first class, postage prepaid, if mailed;
when receipt is acknowledged, if telecopied; and on the next business day if
timely delivered to an air courier guaranteeing overnight delivery.

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

      (e)   SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture.
If any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities, such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such Person shall be entitled to
receive the benefits hereof.

      (f)   THIRD PARTY BENEFICIARY. Each Holder and Participating Broker-Dealer
shall be a third party beneficiary of the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder. Each Holder, by its acquisition of Securities, shall be
deemed to have agreed to the provisions of Section 5 hereof.

      (g)   COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (h)   HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (i)   RESTRICTION ON RESALES. If (i) the Company or any of its
subsidiaries or affiliates (as defined in Rule 144 under the 1933 Act) shall
redeem, purchase or otherwise acquire any

                                       26
<Page>

Registrable Security or any Exchange Security which is a "restricted security"
within the meaning of Rule 144 under the 1933 Act, the Company will deliver or
cause to be delivered such Registrable Security or Exchange Security, as the
case may be, to the Trustee for cancellation and neither the Company nor any of
its subsidiaries or affiliates will hold or resell such Registrable Security or
Exchange Security or issue any new Security or Exchange Security to replace the
same.

      (j)   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      (k)   SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]

                                       27
<Page>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

                                   FEDEX CORPORATION


                                   By:   /s/ Charles M. Buchas
                                      -----------------------------------
                                      Name:  Charles M. Buchas
                                      Title: Corporate Vice President
                                             and Treasurer

                                   FEDERAL EXPRESS CORPORATION


                                   By:   /s/ Cathy D. Ross
                                      -----------------------------------
                                      Name:  Cathy D. Ross
                                      Title: Chief Financial Officer

                                   FEDEX FREIGHT CORPORATION


                                   By:   /s/ Douglas G. Duncan
                                      -----------------------------------
                                      Name:  Douglas G. Duncan
                                      Title: President and
                                             Chief Executive Officer

                                   FEDEX FREIGHT EAST, INC.


                                   By:   /s/ Frank Conner
                                      -----------------------------------
                                      Name:  Frank Conner
                                      Title: VP Accounting & Finance, CFO

                                   FEDEX GROUND PACKAGE SYSTEM, INC.


                                   By:   /s/ Ronald R. Trombetta
                                      -----------------------------------
                                      Name:  Ronald R. Trombetta
                                      Title: Senior Vice President - Finance and
                                             Administration, Chief Financial
                                             Officer and Treasurer

                                   KINKO'S, INC.


                                   By:   /s/ Leslie M. Benners
                                      -----------------------------------
                                      Name:  Leslie M. Benners
                                      Title: Vice President & Treasurer

                                       28
<Page>

Confirmed and accepted
  as of the date first above written:

J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CITIGROUP GLOBAL MARKETS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED
UTENDAHL CAPITAL GROUP, LLC
KBC FINANCIAL PRODUCTS USA INC.
MCDONALD INVESTMENTS INC.
MORGAN KEEGAN & COMPANY, INC.
THE ROYAL BANK OF SCOTLAND PLC
SCOTIA CAPITAL (USA) INC.
SUNTRUST CAPITAL MARKETS, INC.
VINING - SPARKS IBG, L.P.


By:  J.P. MORGAN SECURITIES INC.


By:   /s/ Stephen L. Sheiner
    -------------------------------------
    Name:  Stephen L. Sheiner
    Title: Vice President

Acting on behalf of itself and the other
named Initial Purchasers

                                       29
<Page>

                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account under the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of those notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer for resales of
new notes received in exchange for original notes that had been acquired as a
result of market-making or other trading activities. We have agreed that, for a
period of 180 days after the expiration date of the exchange offer, we will make
this prospectus, as it may be amended or supplemented, available to any
broker-dealer for use in connection with any such resale. Any broker-dealers
required to use this prospectus and any amendments or supplements to this
prospectus for resales of the new notes must notify us of this fact by checking
the box on the letter of transmittal requesting additional copies of these
documents.

      Notwithstanding the foregoing, we are entitled under the registration
rights agreements to suspend the use of this prospectus by broker-dealers under
specified circumstances. For example, we may suspend the use of this prospectus
if:

      -   the SEC or any state securities authority requests an amendment or
          supplement to this prospectus or the related registration statement or
          additional information;

      -   the SEC or any state securities authority issues any stop order
          suspending the effectiveness of the registration statement or
          initiates proceedings for that purpose;

      -   we receive notification of the suspension of the qualification of the
          new notes for sale in any jurisdiction or the initiation or
          threatening of any proceeding for that purpose;

      -   the suspension is required by law; or

      -   an event occurs which makes any statement in this prospectus untrue in
          any material respect or which constitutes an omission to state a
          material fact in this prospectus.

      If we suspend the use of this prospectus, the 180-day period referred to
above will be extended by a number of days equal to the period of the
suspension.

      We will not receive any proceeds from any sale of new notes by broker-
dealers. New notes received by broker-dealers for their own account under the
exchange offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on those notes or a combination of those methods, at market prices
prevailing at the time of resale, at prices related to prevailing market prices
or at negotiated prices. Any resales may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from the selling broker-dealer or the purchasers of
the new notes. Any broker-dealer that resells new notes received by it for its
own account under the exchange offer and any broker or dealer that participates
in a distribution of the new notes may be deemed to be an "underwriter" within
the

                                       A-1
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meaning of the Securities Act and any profit on any resale of new notes and any
commissions or concessions received by these persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

      We have agreed to pay all expenses incidental to the exchange offer other
than commissions and concessions of any broker or dealer and will indemnify
holders of the notes, including any broker-dealers, against certain liabilities,
including liabilities under the Securities Act.

                                       A-2